Terms of Service
1 Acceptance of Terms of Service
1.1 By accessing the Services, entering the Facilities, creating an account on the Third-Party Platform, booking or attending any class, or otherwise indicating your acceptance electronically, you ("Client") agree to be legally bound by all terms and conditions of this Agreement.
1.2 You represent and warrant that you: (a) are at least 18 years of age and have the full legal capacity to enter into this Agreement; (b) have carefully read and fully understood this Agreement in its entirety; and (c) voluntarily accept all terms, conditions, and obligations, including the Assumption of Risk in Clause 7 and the Waiver of Claims in Clause 8.
1.3 You acknowledge that your electronic acceptance, including by clicking a checkbox or any other digital means, has the same legal force and effect as a handwritten signature under applicable Ontario law and the Electronic Commerce Act, 2000 (Ontario).
1.4 If you do not agree to any provision of this Agreement, you must not create an account and must immediately cease all use of the Services and Facilities.
2 Definitions
2.1 "Agreement" means these Terms of Service, including any schedules or amendments, as updated from time to time in accordance with Clause 24.
2.2 "Assumption of Risk" means the Client's acknowledgment and acceptance of the Inherent Risks associated with using the Studio's Services and Facilities, as detailed in Clause 7.
2.3 "Auto-Renewing Subscription" means a Membership that automatically renews for subsequent terms unless cancelled in accordance with Clause 12.
2.4 "Cancellation Fee" means the $25 charge applied for late cancellations (within 6 hours of class start time) or no-shows, as specified in Clause 14.
2.5 "Client" means any individual who accepts this Agreement by booking or attending Services and meets the eligibility requirements in Clause 5.
2.6 "Class Pack" means a prepaid bundle of classes purchased by the Client, subject to the terms in Clauses 11 and 15.
2.7 "Cooling-Off Period" means the 10-day right to cancel a Membership after entering into a future performance agreement under Ontario's Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A, as described in Clause 13.
2.8 "Drop-In Class" means a single class purchased without a Membership or Class Pack.
2.9 "Facilities" means the Studio's premises at 1870 Altona Road, Units D & E, Pickering, ON L1V 1M5, including all equipment, the Matcha Bar, and common areas.
2.10 "Force Majeure Event" means circumstances beyond the Studio's reasonable control, as outlined in Clause 23.
2.11 "Governing Law" means the laws of the Province of Ontario and the federal laws of Canada applicable therein, as specified in Clause 25.
2.12 "Inherent Risks" means potential injuries arising from fitness activities, as detailed in Clause 7.
2.13 "Instructor" means a Studio-trained professional providing Services, who is not a medical practitioner, as clarified in Clause 6.
2.14 "Membership" means an Auto-Renewing Subscription granting access to Services, as governed by Clauses 11 and 12.
2.15 "Personal Information" means data collected from the Client, governed by the Studio's Privacy Policy as referenced in Clause 4.
2.16 "Personal Property" means any belongings brought into the Facilities by the Client, for which the Studio disclaims liability in Clause 19.
2.17 "Services" means all fitness classes, workshops, training, and café offerings provided by the Studio, as further described in Clause 3.
2.18 "Studio" means CINCH Studios Corp. and includes its directors, officers, employees, agents, instructors, contractors, and landlords.
2.19 "Third-Party Platform" means the Mariana Tek booking system or other external software used to manage bookings, as referenced in Clause 21.
2.20 "Waitlist" means the system for joining fully booked classes, subject to the policies in Clause 14.
2.21 "Waiver of Claims" means the Client's release of the Studio from liability, as set forth in Clause 8.
3 Description of Services
3.1 The Studio provides in-studio group fitness instruction exclusively, including but not limited to: (a) Pilates classes utilizing Reformer, Tower, Chair, and Mat apparatus; (b) Barre classes; and (c) Megacore reformer classes (collectively, the "Fitness Services"). The Studio does not currently offer private instruction, but reserves the right to add private sessions in the future.
3.2 The Studio may offer additional wellness services including workshops, Megacore reformer teacher training programs, annual staff training, and community events (the "Ancillary Services"), with details of such offerings to be published separately. Teacher training programs may require applicants to hold pre-existing certifications as determined by the Studio.
3.3 The Studio operates an on-site café ("Matcha Bar") providing beverage services as an ancillary offering, subject to the terms in Clause 18.
3.4 All Fitness Services and Ancillary Services are provided exclusively at the Studio's physical facilities located at 1870 Altona Road, Pickering, ON. The Studio does not currently offer virtual or on-demand classes.
3.5 The Studio reserves the right to modify class offerings, schedules, or instructors for its Fitness Services and Ancillary Services at its sole discretion without prior notice, as further detailed in Clause 24.
4 Data Protection
4.1 The Studio collects, uses, and discloses Personal Information in accordance with its comprehensive Privacy Policy and the Personal Information Protection and Electronic Documents Act (PIPEDA), which is incorporated by reference into this Agreement. The Privacy Policy governs the Studio's treatment of all client data, including health disclosures made under Clause 6. The current Privacy Policy is available at https://www.cinchstudios.ca/terms-of-service and at the Studio's reception desk, available upon request.
4.2 By accepting this Agreement, the Client expressly consents to: (a) the collection of necessary Personal Information for service provision, safety management, and payment processing; (b) the use of such information for operational, administrative, and emergency contact purposes; and (c) the disclosure of such information to third-party service providers strictly for fulfilling the Services, and to emergency medical personnel when required for the Client's vital interests.
4.3 The Client acknowledges that the Third-Party Platform (Mariana Tek) processes booking and payment information subject to its own privacy policy, which is available at https://www.xplortechnologies.com/privacy-notice/. The Studio will ensure that any transfer of Personal Information to such third parties complies with applicable Canadian privacy laws, including PIPEDA's requirements for cross-border data protection. The Client consents to the Studio sharing necessary Personal Information with Mariana Tek for the purposes of booking management, payment processing, and service delivery.
4.4 The Studio may update its Privacy Policy from time to time in accordance with applicable privacy laws. Continued use of the Services following notice of such updates constitutes acceptance of the revised Privacy Policy.
4.5 Notwithstanding the foregoing, the Studio may disclose Personal Information when required by law or when it believes in good faith that disclosure is necessary to protect its rights, the safety of its clients, or the public.
4.6 The Studio implements commercially reasonable security measures to protect Personal Information but cannot guarantee absolute security against unauthorized access or disclosure. The Client acknowledges that no method of transmission over the Internet is 100% secure.
4.7 By creating an account, making a purchase, booking a class, providing your email address or mobile number, or checking a consent box (where available), you consent to receive electronic messages from Cinch Studios Corp. about studio news, class schedules, promotions, product/service updates, and events. Where required by law, we will obtain your express consent before sending marketing messages. You may withdraw consent at any time. Even if you withdraw marketing consent, we may still send non-marketing messages that are necessary to provide the Services (for example: booking confirmations, schedule or instructor changes, waitlist notifications, receipts, membership and billing notices, and policy updates).
4.8 Questions, requests, or complaints about privacy or how we handle personal information (including access/correction requests) can be directed to our Privacy Contact at info@cinchstudios.ca; we will acknowledge receipt and respond within a reasonable timeframe.
5 Client Eligibility and Account Registration
5.1 To access the Services, each Client must: (a) be at least 18 years of age; and (b) create a personal account through the Third-Party Platform by providing accurate, current, and complete registration information, including but not limited to your full name, contact details, and emergency contact information.
5.2 The Client is solely responsible for maintaining the confidentiality of their account credentials and for all activities conducted through their account. The Client must immediately notify the Studio of any unauthorized use or security breach.
5.3 Accounts and Memberships are strictly personal and non-transferable. The Client may not share, assign, or permit others to use their account, nor create multiple accounts to circumvent pricing structures or promotional offers.
5.4 The Studio reserves the right to suspend or terminate any account that: (a) provides false or misleading information; (b) violates this Agreement; or (c) is used for fraudulent or abusive purposes, without refund or liability.
6 Client Health Representations and Ongoing Obligations
6.1 The Client represents and warrants that: (a) they are in good physical condition and have no medical condition, injury, or impairment that would prevent their safe participation in the Services; and (b) they have disclosed to the Studio in writing all known health conditions that may affect their ability to safely participate, including but not limited to pregnancy or recent postpartum status, osteoporosis or osteopenia, spinal disc issues, herniation, or chronic back pain, joint replacements or recent surgery, cardiovascular conditions, neurological or balance disorders, or any condition affected by resistance training.
6.2 The Client agrees to the following ongoing obligations: (a) conduct a self-assessment of their physical readiness before each class; (b) immediately inform their Instructor of any new or worsening injuries, pain, or physical limitations before or during participation; (c) cease participation immediately and seek medical advice if experiencing any pain or significant discomfort during an activity; and (d) obtain medical clearance from a qualified healthcare provider if recommended by an Instructor or if they have any doubt about their capacity to participate safely.
6.3 The Client acknowledges that Instructors are not medical professionals and any guidance provided constitutes fitness instruction only, not medical advice. The Client assumes full responsibility for determining the appropriateness of the Services for their personal health status. The Studio reserves the right to deny or suspend participation to any Client if, in its sole discretion, it determines there is a potential risk of harm to the Client or others.
6.4 Failure to disclose a material health condition or comply with the ongoing health obligations under this Clause 6 may result in immediate suspension or termination of Services without refund, at the Studio's sole discretion, and shall constitute a material breach of this Agreement.
7 Assumption of Inherent Risks and Dangers
7.1 The Client acknowledges and agrees that participation in the Services involves known and unanticipated Inherent Risks that could result in physical or emotional injury, paralysis, death, or damage to themselves, to property, or to third parties. These risks include, but are not limited to: (a) muscle strains, ligament injuries, and joint stress (especially to shoulders, knees, hips, and spine); (b) falls, loss of balance, or balance-related injuries; (c) equipment-related hazards including spring recoil, pinching, impact from springs or straps, sudden spring release, or improper setup or alignment; (d) overuse injuries; (e) ankle, knee, hip, or back injuries; (f) shoulder, neck, or spinal strain; (g) overloading due to spring resistance; (h) exacerbation or aggravation of pre-existing medical conditions, injuries, neck, back, or joint conditions; and (i) other risks inherent to strenuous physical activity, even with proper supervision.
7.2 The Client expressly, voluntarily, and knowingly assumes all such Inherent Risks, including those that may arise from the ordinary negligence of the Studio, its Instructors, or other Clients. This assumption of risk applies to the Client's use of all Facilities and specialized equipment (including but not limited to Pilates Reformers, Megacore Reformers, Pilates Towers, Pilates Chairs, Mat equipment, and Barre equipment). The Client understands that the Studio cannot eliminate all risks without fundamentally altering or compromising the essential qualities of the Services.
7.3 The Client affirms they have read and understood the risk disclosures in Clause 6 and throughout this Agreement. This assumption of risk applies to all Services, including those involving Instructor spotting or adjustments, and is a material term of this Agreement. The Client voluntarily accepts these risks as a condition of participation.
8 Release of Liability and Waiver of Claims
8.1 In consideration of being permitted to access the Facilities and participate in the Services, the Client hereby irrevocably and unconditionally releases, waives, discharges, and covenants not to sue the Studio, its directors, officers, employees, contractors, agents, instructors, landlords, and affiliates (collectively, the "Released Parties") from any and all liability, claims, demands, actions, causes of action, damages, liabilities, losses, costs, or expenses (including legal fees on a substantial indemnity basis) whatsoever arising out of or related to:
8.1.1 The Client's participation in the Services or use of the Facilities, including but not limited to claims arising from the Inherent Risks described in Clause 7;
8.1.2 Any ordinary negligence, breach of contract, or breach of statutory duty by the Released Parties, including any duty owed under the Occupier's Liability Act (Ontario);
8.1.3 Any acts or omissions by Instructors, including adjustments, spotting, or modifications to exercises; and
8.1.4 The condition, maintenance, or use of any equipment at the Facilities.
8.2 This release and waiver is intended to be as broad and inclusive as permitted by the laws of the Province of Ontario. It applies to all injuries, disabilities, death, or property damage, whether known or unknown, foreseen or unforeseen. Notwithstanding the foregoing, this release and waiver does not extend to claims arising from the gross negligence or willful misconduct of the Released Parties.
8.3 THE CLIENT ACKNOWLEDGES THAT THIS WAIVER OF CLAIMS IS BINDING ON THE CLIENT'S HEIRS, EXECUTORS, ADMINISTRATORS, AND ASSIGNS, AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9 Indemnification
9.1 The Client agrees to defend, indemnify, and hold harmless the Studio, its directors, officers, employees, contractors, and agents (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:
9.1.1 The Client's breach of any provision of this Agreement;
9.1.2 The Client's negligent or willful acts or omissions in connection with the use of the Services or Facilities;
9.1.3 Any injury or damage caused by the Client to third parties or to the Studio's property; and
9.1.4 Any unauthorized use of the Client's account or credentials.
9.2 This indemnification obligation will survive the termination of this Agreement and the Client's use of the Services.
10 Consent to Emergency Medical Treatment
10.1 The Client hereby authorizes the Studio, its Instructors, and staff to obtain emergency medical treatment for the Client if, in the sole judgment of such personnel, the Client appears to require immediate medical attention due to injury, illness, or incapacity during participation in the Services or while on the Facilities.
10.2 This authorization includes, but is not limited to: (a) contacting emergency medical services; (b) providing basic first aid; and (c) authorizing medical treatment by licensed healthcare providers until the Client or their emergency contact can assume responsibility.
10.3 The Client acknowledges and agrees that: (a) the Studio is not obligated to provide such medical care; (b) any medical treatment provided is not an admission of liability; and (c) all costs associated with emergency medical treatment shall be the sole responsibility of the Client.
10.4 The Client confirms they have provided accurate emergency contact information in their account profile and will promptly update such information if it changes.
11 Memberships, Class Packs, and Payment Terms
11.1 The Studio offers the following purchase options for its Services: (a) Drop-In Classes for single class attendance; (b) Class Packs consisting of prepaid bundles of classes; and (c) Memberships for recurring access to Services.
11.2 Payment. Payment for all Services must be made in advance through the Third-Party Platform using a valid credit or debit card. The Studio operates on a cashless basis and does not accept alternative payment methods.
11.3 Memberships. All Memberships are Auto-Renewing Subscriptions with a minimum initial commitment period (e.g., 6 or 12 months), as selected by the Client at the time of purchase. After the initial commitment period, Memberships will automatically renew on a month-to-month basis until cancelled in accordance with Clause 12. The Client acknowledges that Memberships constitute future performance agreements under Ontario’s Consumer Protection Act, 2002, and are subject to the rights described in these Terms, including the Cooling-Off Period in Clause 13.
11.4 Class Packs. Class Pack credits expire twelve (12) months from the date of purchase, unless otherwise specified at the time of sale. Unused credits are forfeited upon expiration and are non-refundable.
11.5 Non-Transferable and Final Sale. All purchases, including Drop-In Classes, Class Packs, Memberships, and any retail items, are personal to the purchasing Client, non-transferable, non-shareable, and are considered final sale. They are non-refundable except as expressly provided in Clause 13 (Cooling-Off Period) or as required by applicable law.
11.6 Price Modification. The Studio reserves the right to modify its pricing, package structures, or payment terms upon thirty (30) days’ written notice to Clients. Such modifications will not affect prepaid Class Packs already purchased but will apply to any new purchases or Membership renewals that occur after the notice period has expired.
12 Auto-Renewing Subscriptions and Early Termination of Memberships
12.1 All Memberships constitute Auto-Renewing Subscriptions with an initial minimum commitment period (6 or 12 months) as selected by the Client during purchase. Following the initial commitment period, the Membership will automatically renew for successive monthly terms until cancelled by the Client in accordance with this Clause 12.
12.2 To cancel an Auto-Renewing Subscription, the Client must submit a cancellation request through the Third-Party Platform at any time. Cancellation requests will take effect at the end of the current billing cycle, and the Client retains access to Services until that date. No partial or prorated refunds will be issued for unused portions of the billing period.
12.3 If the Client purchases a membership that includes a minimum commitment term (for example, a 3-month or 6-month plan), and cancels before the end of the commitment term, Client agrees to pay an early termination fee of $30, which represents a reasonable estimate of the Studio’s costs and lost revenue associated with early cancellation. The early termination fee will be charged at the time of cancellation (or on the next billing date) using the Client’s authorized payment method. This fee does not apply during the Cooling-Off Period described in Clause 13, and does not affect the Client's statutory rights under Ontario's Consumer Protection Act, 2002.
12.4 The Studio reserves the right to terminate a Membership immediately if Client materially breaches these Terms, engages in abusive, unsafe, disruptive, or unlawful conduct, misuses Studio property, or fails to pay amounts due. In such cases, no refund is owed and any unpaid balances remain payable. The Studio may also discontinue a membership product or materially change the Services for operational reasons; if this occurs, the Studio will provide reasonable notice and, where required by law, offer an appropriate remedy (such as a credit, extension, substitution, or pro-rated refund of prepaid unused fees).
12.5 The Client acknowledges that Memberships are personal and non-transferable. Any attempt to assign, share, or otherwise transfer a Membership constitutes a material breach permitting immediate termination by the Studio.
12.6 The Client acknowledges that the terms of Auto-Renewing Subscriptions are intended to comply with Ontario's Consumer Protection Act, 2002, including any applicable Cooling-Off Period rights as may be described elsewhere in this Agreement.
12.7 Upon cancellation or expiration, Client’s access to membership benefits continues until the effective cancellation date, and any unused credits/benefits expire as stated at purchase and are not redeemable for cash, unless required by law.
13 Statutory 10-Day Cooling-Off Period
13.1 In accordance with Ontario’s Consumer Protection Act, 2002, the Client has the unconditional right to cancel any Membership, without penalty or reason, within 10 days of receiving a copy of this Agreement (the "Cooling-Off Period").
13.2 To exercise this right, the Client must provide written notice of cancellation to the Studio at the contact information specified in this Agreement during the Cooling-Off Period. The notice must include the Client’s full name, account details, and a clear statement of intent to cancel.
13.3 Upon receiving a valid cancellation notice under this Clause, the Studio will refund all amounts paid by the Client within 15 days. The Studio may deduct from the refund a proportionate amount for any Services the Client used under the Membership prior to cancellation, as permitted by the Consumer Protection Act, 2002. No other administration fees or penalties will be applied.
13.4 The Cooling-Off Period applies only to Memberships and does not extend to Drop-In Classes, Class Packs, retail purchases, or any other Services. This statutory right is in addition to any other cancellation rights set forth in this Agreement.
14 Class Booking, Cancellation, No-Show, and Waitlist Policy
14.1 14.1. Booking. All class bookings must be made in advance through the designated Third-Party Platform. Clients are responsible for ensuring their booking is confirmed prior to arrival.
14.2 14.2. Cancellation Policy. To cancel a booking without penalty, Clients must do so at least six (6) hours prior to the scheduled class start time through the Third-Party Platform. Cancellations made within this six-hour window ("Late Cancellation") will result in the following:
14.3 (a) For Clients using Drop-In Classes or Class Packs: Forfeiture of one (1) class credit and a $25 Late Cancellation Fee.
14.4 (b) For Clients with Unlimited Memberships: A $25 Late Cancellation Fee.
14.5 14.3. No-Show Policy. Failure to attend a booked class without providing a timely cancellation ("No-Show") will result in the following:
14.6 (a) For Clients using Drop-In Classes or Class Packs: Forfeiture of one (1) class credit and a $25 No-Show Fee.
14.7 (b) For Clients with Unlimited Memberships: A $25 No-Show Fee.
14.8 14.4. Waitlist Policy. Clients may join a waitlist for a fully booked class. If a spot becomes available, the first Client on the waitlist will be automatically enrolled and will receive a notification via email or SMS. Once enrolled from the waitlist, the Client must cancel in accordance with the standard Cancellation Policy (Clause 14.2) to avoid fees. However, if a Client cancels a waitlist-converted booking before the six (6) hour cancellation deadline, no Late Cancellation Fee will be charged. Cancellations made within six (6) hours of the class start time and No-Shows will be subject to the fees described in Clauses 14.2 and 14.3.
14.9 14.5. Late Arrival and Forfeiture of Spot. The Studio reserves the right to release any unclaimed spots to waitlisted or standby Clients five (5) minutes prior to the scheduled class start time. Clients who arrive more than ten (10) minutes after the scheduled start time will not be admitted to the class for safety and disruption reasons, and such instances will be treated as a No-Show under Clause 14.3.
14.10 14.6. Studio Cancellations. The Studio reserves the right to cancel or reschedule classes at its discretion due to low enrollment, instructor availability, or Force Majeure Events. In the event of a cancellation by the Studio, any class credit used for the booking will be returned to the Client's account without penalty.
15 Refund and Transferability Policy
15.1 Final Sale. All purchases of Services, including but not limited to Drop-In Classes, Class Packs, and Memberships, are final sale. Except as expressly provided in Clause 13 (Cooling-Off Period) or as required by applicable law, no refunds will be issued under any circumstances, including for: (a) client dissatisfaction; (b) partial or unused portions of any purchased Services; (c) failure to attend booked classes, late cancellations, or no-shows as defined in Clause 14; or (d) termination of this Agreement.
15.2 Retail Items. All purchases of retail items are final sale and non-refundable, except where such items are defective and returned within seven (7) days of purchase with valid proof of purchase.
15.3 Non-Transferability. All purchased Services are personal to the purchasing Client and are strictly non-transferable. Clients may not sell, assign, gift, share, or otherwise transfer any portion of their purchased Services to another person. Any attempt to do so constitutes a material breach of this Agreement.
15.4 Discretionary Exceptions. Notwithstanding the foregoing, the Studio reserves the right, in its sole and absolute discretion, to issue credits or make exceptions to this policy in exceptional circumstances. Any such exception shall not create any precedent or obligation to do so in other cases.
15.5 Statutory Rights. For clarity, nothing in this Clause 15 limits a Client's statutory rights, including any rights under Ontario's Consumer Protection Act, 2002.
16 Studio Rules and Code of Conduct
16.1 16.1. General Compliance. The Client agrees to comply with this Code of Conduct and all other posted and communicated Studio rules and Instructor directions at all times while using the Facilities.
16.2 16.2. Prohibited Conduct. The Studio maintains a zero-tolerance policy for any form of violent, threatening, harassing, abusive, discriminatory, or disrespectful behaviour towards staff or other Clients. Clients must follow Instructor directions and respect the safety and experience of all participants.
16.3 16.3. Late Arrivals. To ensure safety and avoid class disruption, Clients arriving more than ten (10) minutes after the scheduled class start time will not be admitted. Such instances will be treated as a No-Show and are subject to the No-Show Fee under Clause 14.3.
16.4 16.4. Dress Code. Appropriate athletic attire must be worn, and shirts are required at all times. For safety and hygiene, grip socks are mandatory for all equipment-based classes. Clients without grip socks may purchase them at the Studio or will be denied entry, which is subject to the No-Show Fee under Clause 14.
16.5 16.5. Equipment Use. Clients may only use Studio equipment under the direct supervision of an Instructor during a scheduled class. Misuse of equipment or disregard for Instructor cues is strictly prohibited and may result in immediate removal from the class.
16.6 16.6. Guest Policy. Non-participants, including guests and observers, are prohibited from entering class areas without prior written authorization from Studio management.
16.7 16.7. Violation and Enforcement. Failure to comply with any part of these Studio Rules and Code of Conduct constitutes a material breach of this Agreement. The Studio reserves the right, in its sole discretion, to enforce these rules through immediate removal from a class, suspension of Services, or termination of this Agreement and your membership, without refund.
17 Right to Refuse Service and Terminate Membership
17.1 The Studio reserves the absolute right, in its sole discretion, to refuse service to any Client or immediately terminate any Membership without prior notice, refund, or liability, for reasons including, but not limited to, the following:
17.1.1 Violation of the Code of Conduct under Clause 16, including violent, abusive, or harassing behaviour towards staff or other Clients;
17.1.2 Misuse of Membership privileges, including sharing account access or attempting to transfer Membership benefits;
17.1.3 Deliberate misuse of Studio equipment that endangers the Client or others, contrary to Instructor directives under Clause 16.5;
17.1.4 Failure to remedy outstanding payments for Services or fees within seven (7) days of notification; or
17.1.5 Fraudulent activity, including the creation of multiple accounts to exploit promotional offers.
17.2 In the event of termination under this Clause 17, all remaining classes or Membership benefits shall be forfeited without compensation, except where such forfeiture would be unconscionable or contrary to applicable consumer protection law. Such termination shall not relieve the Client of any outstanding payment obligations, including any applicable early termination fees under Clause 12.3, provided that such fees are enforceable under applicable law.
18 Café Services and Food Allergy Disclaimer
18.1 The Studio operates an on-site café ("Matcha Bar") as an ancillary service. All beverages are prepared on-site using ingredients that may contain or come into contact with common allergens, including but not limited to dairy, nuts, soy, and gluten. While the Studio may offer alternative options, it cannot guarantee an allergen-free environment or prevent cross-contamination.
18.2 The Client acknowledges and agrees that: (a) they are solely responsible for informing Studio staff of any food allergies or dietary restrictions prior to ordering; (b) the Studio makes no representations regarding the suitability of any product for specific dietary needs; and (c) all consumption of café products is at the Client's sole risk.
18.3 No statements made by Studio staff regarding café items shall constitute medical or health advice. Clients with severe or life-threatening allergies are advised to consult their physician before consuming any products and should refrain from consumption if uncertain.
18.4 To the fullest extent permitted by law, the Studio expressly disclaims all liability for any allergic reactions, illnesses, or other adverse health effects resulting from the consumption of café products, except in cases of gross negligence or willful misconduct, or where such liability cannot be excluded under applicable Ontario law, including under the Consumer Protection Act, 2002.
18.5 For greater certainty, the limitations of liability, releases, and waivers set forth in Clause 8 (Release of Liability and Waiver of Claims) shall apply with equal force to the Client's use of the Café Services.
19 Personal Property
19.1 The Client acknowledges and agrees that any personal property brought into the Studio's facilities ("Facilities") is done so at the Client's sole risk. The Studio does not provide security services for, nor does it accept responsibility as a bailee of, the Client's personal property.
19.2 To the fullest extent permitted by applicable law in the Province of Ontario, the Studio shall not be liable for any loss, theft, damage, or destruction of personal property, regardless of where it is left in the Facilities, except in cases of gross negligence or willful misconduct by the Studio or its employees. This disclaimer applies to any cause whatsoever, including but not limited to ordinary negligence of the Studio, its employees, agents, other clients, or any third party.
19.3 Clients are strongly advised to avoid bringing valuables into the Facilities. The Studio does not provide insurance coverage for any personal property belonging to the Client.
20 Photography and Video Consent
20.1 The Studio may, from time to time, capture photographs or video recordings of classes, events, or the Facilities ("Media") for marketing, promotional, educational, or operational purposes. Participation in any Media capture is strictly voluntary.
20.2 The Studio will obtain express verbal consent from any Client before capturing Media in which that Client is clearly identifiable. A Client may decline to participate or withdraw consent at any time without penalty or impact on their access to the Studio's Services. Clients may also proactively opt out of being included in Media by: (a) notifying the instructor before or during a class; or (b) submitting a written request to the Studio via the email address provided in this Agreement.
20.3 Clients are permitted to take personal photographs or videos within the Facilities for personal use, provided such activity: (a) does not disrupt classes or the experience of other members; (b) does not capture other Clients without their express consent; and (c) does not record or distribute substantial portions of instructor-led class content, which is the intellectual property of the Studio.
20.4 The Studio disclaims all liability for any Media captured by Clients or other third parties. Upon written request, the Studio will make commercially reasonable efforts to remove Media of a Client from platforms under its direct control. However, the Studio cannot guarantee the removal of Media from materials already published or distributed, or from platforms not under its control.
21 Third-Party Booking Platform
21.1 The Client acknowledges and agrees that all class bookings, scheduling, account management, and payment processing for the Studio's Services are facilitated through a third-party platform, currently Mariana Tek (the "Third-Party Platform"). The Studio does not operate or control the Third-Party Platform. The Client's use of the Third-Party Platform is subject to its own terms of service and privacy policy, which are separate from this Agreement.
21.2 While the Studio takes reasonable steps to select reputable providers, Third-Party Services are not operated or controlled by CINCH Studios Corp. and may experience interruptions, delays, errors, security incidents, or other failures. To the fullest extent permitted by law, CINCH Studios Corp. is not responsible for disruptions or failures of Third-Party Services that are outside our reasonable control, including service outages, systems downtime, or third-party processing errors. This includes, but is not limited to, liability for: (a) booking system outages or service interruptions; (b) payment processing failures; (c) data breaches originating from the Third-Party Platform; or (d) inaccuracies in class availability or scheduling information displayed on the platform.
21.3 The Client is solely responsible for ensuring their bookings are properly confirmed through the Third-Party Platform and for maintaining the security and confidentiality of their account credentials. The Studio shall not be liable for any losses resulting from unauthorized access to the Client's account or from reliance on incorrect booking information.
21.4 Any disputes regarding the functionality, performance, or operation of the Third-Party Platform must be directed to the platform provider. The Studio reserves the right to change its Third-Party Platform provider at any time without prior notice, and any such change shall not constitute a modification of this Agreement.
21.5 Notwithstanding the foregoing, the Studio reserves the right, in its sole discretion, to manually override, correct, or cancel any booking affected by an error on the Third-Party Platform to ensure proper class management and Client safety.
22 Accessibility
22.1 CINCH Studios Corp. ("the Studio") is committed to providing accessible services and ensuring equal access to its Services and Facilities in accordance with the Accessibility for Ontarians with Disabilities Act, 2005 (AODA).
22.2 Clients requiring accommodation are requested to contact the Studio at the contact information provided in this Agreement at least forty-eight (48) hours in advance of their scheduled Service to discuss their specific needs. The Studio will make good faith and reasonable efforts to accommodate such requests while maintaining safety standards for all participants. The Client acknowledges that due to the nature of certain physical activities and specialized equipment, it may not be possible to accommodate all requests.
22.3 The Client acknowledges that participation in the Studio's Services involves physical activity that may not be suitable for all individuals. It is the Client's sole responsibility to assess their own capabilities and physical condition to determine whether the Services are appropriate for them, with or without accommodation.
22.4 The Studio welcomes feedback regarding the accessibility of its Services. Clients may submit accessibility-related comments or concerns to the Studio's designated contact, which will be addressed in accordance with the Studio's accessibility policies.
23 Force Majeure
23.1 The Studio shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from a Force Majeure Event. A "Force Majeure Event" includes any event or circumstance beyond the Studio's reasonable control, including but not limited to: (a) acts of God, natural disasters, or extreme weather conditions; (b) pandemics, epidemics, or public health emergencies; (c) government orders, restrictions, laws, or interventions; (d) acts of terrorism or civil unrest; (e) utility failures or infrastructure disruptions; or (f) labor disputes or strikes.
23.2 In the event of a Force Majeure Event, the Studio may, at its sole discretion and without liability to the Client: (a) cancel or reschedule affected Services; (b) temporarily close its Facilities; or (c) modify its operations or service offerings. The Studio will make reasonable efforts to notify Clients of any such changes through its standard communication channels.
23.3 If a Force Majeure Event results in the cancellation of a specific, pre-booked Service (e.g., a class), the Studio will return any applicable service credit to the Client's account. Except as provided herein or as may be required by applicable law, no monetary refunds will be provided for temporary cancellations or closures due to a Force Majeure Event. However, if the Studio's Services are suspended or unavailable for more than thirty (30) consecutive days due to a Force Majeure Event, either party may terminate any affected Memberships by providing written notice to the other party. In the event of such termination, the Client shall be entitled to a pro-rated refund for any prepaid, unused portion of the terminated Membership.
23.4 The Studio's obligations under this Agreement shall be suspended for the duration of the Force Majeure Event, and the time for performance shall be extended for a period equal to the duration of such event.
24 Modification of Services, Schedule, and Terms
24.1 Modification of Services. The Studio reserves the right, at its sole discretion, to modify, suspend, or discontinue any aspect of the Services, including but not limited to: (a) class schedules; (b) instructors; (c) class formats or durations; (d) equipment used; (e) ancillary offerings; or (f) the Facilities. The Studio will make reasonable efforts to provide advance notice of material changes to Services. Such modifications shall not entitle the Client to any refund, credit, or compensation, except where such modifications constitute a material change to the Services purchased, or as may be required by applicable law.
24.2 Modification of Terms. The Studio reserves the right to amend these Terms at any time. The Studio will provide notice of material changes to these Terms by email to the Client's registered email address and/or by posting a notice on the Third-Party Platform at least thirty (30) days prior to such changes taking effect. The date of the last modification will be indicated at the top of this Agreement. Continued use of the Services after the effective date of any changes constitutes acceptance of the modified Terms. If a Client does not agree to the modified Terms, they may cancel their Membership in accordance with Clause 12.
24.3 Notice of Material Changes. For any material changes to these Terms, the Studio will provide notice to Clients via email or through a prominent announcement on the Third-Party Platform at least thirty (30) days prior to the changes taking effect, in accordance with Ontario's Consumer Protection Act, 2002. Clients will be deemed to have accepted the modified Terms only if they continue to use the Services after the changes take effect and after having had a reasonable opportunity to review the changes.
24.4 Immediate and Non-Material Changes. Non-material modifications (such as administrative changes or clarifications) shall become effective immediately upon posting. Furthermore, the Studio may implement immediate changes to these Terms when required by law or to address urgent safety or security concerns, with notice provided to the Client as soon as reasonably practicable.
24.5 Client's Remedy. If a Client disagrees with a material modification to these Terms, the Client may terminate this Agreement in accordance with the applicable termination procedures. For Clients on auto-renewing memberships, if termination occurs within thirty (30) days of receiving notice of a material change, the Client will not be charged the membership cancellation fee and will receive a pro-rated refund for any unused portion of their membership paid in advance, as required by Ontario's Consumer Protection Act, 2002. No other refunds will be provided for terminations due to a modification of Terms, except as expressly stated in this Agreement or as required by applicable law.
25 Governing Law and Dispute Resolution
25.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions. Nothing in this Agreement shall limit or exclude any rights the Client may have under the Consumer Protection Act, 2002 (Ontario) or other mandatory consumer protection legislation.
25.2 Subject to the Client's right to pursue small claims court proceedings or any other statutory rights under the Consumer Protection Act, 2002 (Ontario), any dispute, controversy or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination or validity (a "Dispute"), shall be resolved as follows:
25.2.1 The parties shall first attempt to resolve the Dispute through good faith negotiations between designated representatives within thirty (30) days of written notice of the Dispute.
25.2.2 If the Dispute remains unresolved after negotiation, the parties shall submit the matter to non-binding mediation administered by a mutually agreed-upon mediator in Pickering, Ontario. Each party shall bear its own costs and legal fees, and the parties shall share equally the mediator's fees.
25.2.3 If mediation fails to resolve the Dispute within sixty (60) days of its initiation, either party may commence legal proceedings. The parties irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto or Pickering, as applicable. For greater certainty, nothing in this clause shall prevent the Client from bringing proceedings in the courts of their place of residence if permitted by law.
25.3 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations, without first complying with the dispute resolution process set forth above and without the necessity of posting a bond or other security.
25.4 The United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded and shall not apply to this Agreement.
26 General Provisions
26.1 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.
26.2 Entire Agreement. This Agreement, together with any applicable membership terms, class package terms, and the Studio's policies posted on the Third-Party Platform or website, constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral, except for any representations made fraudulently or any statutory rights that cannot be waived.
26.3 Electronic Execution. The Client acknowledges that electronic acceptance of this Agreement through the Third-Party Platform constitutes a valid and binding signature with the same legal effect as a handwritten signature under Ontario's Electronic Commerce Act, 2000 and applicable federal legislation. The Client confirms that they have been provided with a reasonable opportunity to review these Terms before acceptance and may request a copy of these Terms at any time by contacting the Studio at info@cinchstudios.ca.
26.4 No Waiver. The failure of the Studio to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Studio in writing.
26.5 Notices. All legal notices to the Studio shall be delivered in writing to the registered business address at 1870 Altona Road, Pickering, ON, L1V 1M5, Units D & E, or to the contact email at info@cinchstudios.ca. Notices to the Client shall be sent to the email address associated with their account and shall be deemed delivered twenty-four (24) hours after sending, provided the Studio has not received a delivery failure notification. The Client is responsible for maintaining current contact information in their account.
26.6 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without the Studio's prior written consent, except that memberships and class packages may be transferred in the event of the Client's death or permanent disability, subject to the Studio's reasonable administrative requirements. The Studio may assign its rights and obligations to a successor entity that assumes the Studio's obligations under this Agreement, provided that the Client is given notice of such assignment.
26.7 Survival. Provisions which by their nature should survive termination of this Agreement, including but not limited to the Waiver of Claims (to the extent enforceable under Ontario law), Indemnification, Intellectual Property, Confidentiality, Governing Law, and Dispute Resolution provisions, shall remain in full force and effect. For greater certainty, any payment obligations that accrued prior to termination shall also survive.
26.8 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.